UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2007 or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from               to

Commission File No. 0-13298

	MORGAN STANLEY CORNERSTONE FUND II L.P.

	(Exact name of registrant as specified in its charter)

          New York                                      13-3212871
(State or other jurisdiction of                 	  (I.R.S. Employer
incorporation or organization)                 	  Identification No.)

Demeter Management Corporation
522 Fifth Avenue, 13th Floor
New York, NY 						              10036
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code   (212) 296-1999

330 Madison Avenue, 8th Floor, New York, NY 10017


(Former name, former address, and former fiscal year, if changed since last
report)


Indicate by check mark whether the registrant
(1) has filed all reports required
to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes    X        No


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of ?accelerated
filer and large accelerated filer? in Rule 12b-2 of the Exchange Act.  (Check
one):

Large accelerated filer___Accelerated filer___Non-accelerated filer _X__


Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes ___  No  X



	<page> <table> MORGAN STANLEY CORNERSTONE FUND II L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2007

<caption>



PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

		Statements of Financial Condition as of June 30, 2007
		(Unaudited) and December 31, 2006 ........................ 2

		Statements of Operations for the Three and Six Months
		Ended June 30, 2007 and 2006 	(Unaudited).................. 3

		Statements of Changes in Partners? Capital for the
		Six Months Ended June 30, 2007 and 2006 	(Unaudited)........4

		Statements of Cash Flows for the Six Months Ended
		June 30, 2007 and 2006 (Unaudited).........................5

		Notes to Financial Statements (Unaudited) ............. 6-12

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations ..... 13-26

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk ....................................... 26?38

Item 4.	Controls and Procedures ............................38-39

Item 4T.	Controls and Procedures ...............................39


PART II. OTHER INFORMATION

Item 1A.Risk Factors...........................................40

Item 6.	Exhibits...............................................40


</table>



<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY CORNERSTONE FUND II L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	June 30,	December 31,
	        2007        	        2006
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	8,052,008	8,331,036
	Restricted cash	      302,976	        524,953

	     Total cash	     8,354,984	     8,855,989

	Net unrealized gain on open contracts (MS&Co.)	       107,417	       258,505

	     Total Trading Equity	8,462,401	 9,114,494

Interest receivable (MS&Co.)	26,401               	        29,322
Due from MS&Co.	                23,595	         16,888

	     Total Assets	     8,512,397	    9,160,704

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	106,208	86,657
Accrued administrative expenses	31,597	         29,687
Accrued management fees	         24,736	          26,632

   	    Total Liabilities	       162,541	        142,976

Partners? Capital

Limited Partners (2,295.644 and
   2,525.775 Units, respectively)	8,080,351	8,722,240
General Partner (76.567 and
   85.567 Units, respectively)	       269,505	         295,488

	     Total Partners? Capital	    8,349,856	      9,017,728

	     Total Liabilities and Partners? Capital	   8,512,397	      9,160,704

NET ASSET VALUE PER UNIT	    3,519.86                             3,453.29
<fn>


	The accompanying notes are an integral part
	of these financial statements.
</table>
	<page> <table> MORGAN STANLEY CORNERSTONE FUND II L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)
<caption>

                             For the Three Months	                          For the Six Months
  	                  Ended June 30,     	                          Ended June 30,


                         2007   	        2006    	       2007   	    2006
                           $	           $	           $ 	 $

	<c>	<c>			<c>			<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	    79,034		   102,983		  165,245 		           209,393

EXPENSES
	Brokerage commissions (MS&Co.)	130,746	167,425	251,774		345,157
	Management fees	    73,195	  94,124	    146,940	 	198,323
	Common administrative expenses	    12,000	    12,000	       24,000	     	     23,000
	Transaction fees and costs	           8,147	        11,226	       19,145		        22,539

		   Total Expenses 	       224,088	      284,775		     441,859	      589,019

NET INVESTMENT LOSS 	      (145,054)	    (181,792)	    (276,614)		     (379,626)

TRADING RESULTS
Trading profit (loss):
	Realized	1,193,787	 211,555	556,411		(172,394)
	Net change in unrealized	         40,932	      20,422 	   (151,088)	 	     (474,833)

	           Total Trading Results	    1,234,719	    231,977	    405,323		     (647,227)

NET INCOME (LOSS)	    1,089,665	      50,185	     128,709		   (1,026,853)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	1,052,764	 48,045	 123,927		(995,941)
	General Partner 	                    36,901	  2,140	4,782		(30,912)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                	441.92	7.29	  66.57	(321.37)
	General Partner                                                 	441.92	7.29                     66.57	(321.37)



<fn>






	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> MORGAN STANLEY CORNERSTONE FUND II L.P.
	STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Six Months Ended June 30, 2007 and 2006
	(Unaudited)

<caption>



			                                                         Units of
			                                                      Partnership	 Limited	     General
			                                                         Interest    	     Partners   	          Partner    	     Total
					$	      $	 $

			<c>	<c>	<c>	<c>
Partners? Capital,
   December 31, 2005	3,361.727	12,240,749	377,478	12,618,227

Net Loss	?	(995,941)	(30,912)	(1,026,853)

Redemptions	    (453.581)	   (1,581,383)	       (28,864)	    (1,610,247)

Partners? Capital,
   June 30, 2006	  2,908.146	 9,663,425	  317,702	 9,981,127




Partners? Capital,
   December 31, 2006	2,611.342	 8,722,240	295,488	9,017,728

Net Income	?	123,927	4,782	128,709

Redemptions	    (239.131)	 (765,816)	       (30,765)	  (796,581)

Partners? Capital,
   June 30, 2007	  2,372.211	 8,080,351	  269,505	 8,349,856






<fn>









The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table>	MORGAN STANLEY CORNERSTONE FUND II L.P.
	STATEMENTS OF CASH FLOWS
(Unaudited)


<caption>


				   For the Six Months Ended June 30,

				            2007      	      2006
				     $	$

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)	128,709	(1,026,853)
Noncash item included in net income (loss):
	Net change in unrealized	151,088	474,833

(Increase) decrease in operating assets:
	Restricted cash	221,977	793,267
	Interest receivable (MS&Co.)	2,921	1,723
	Due from MS&Co.	(6,707)	(13,638)

Increase (decrease) in operating liabilities:
	Accrued administrative expenses	                     1,910	           (9,381)
	Accrued management fees	          (1,896)	           (8,300)

Net cash provided by operating activities	        498,002	         211,651


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	      (777,030)	     (1,810,253)

Net cash used for financing activities	      (777,030)	     (1,810,253)

Net decrease in unrestricted cash	(279,028)	(1,598,602)

Unrestricted cash at beginning of period	    8,331,036	   11,242,503

Unrestricted cash at end of period	     8,052,008	     9,643,901



<fn>



	The accompanying notes are an integral part
	of these financial statements.

</table>


<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS
June 30, 2007
(Unaudited)

The unaudited financial statements contained herein include, in the
opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Cornerstone Fund II L.P. (the ?Partnership?).
The financial statements and condensed notes herein should be read
in conjunction with the Partnership's December 31, 2006, Annual
Report on Form 10-K.

1.  Organization
Morgan Stanley Cornerstone Fund II L.P. is a New York limited
partnership organized in 1983 to engage in the speculative trading
of futures contracts, options on futures contracts, and forward
contracts on foreign currencies and other commodity interests.  The
Partnership is one of the Morgan Stanley Cornerstone Funds,
comprised of the Partnership, Morgan Stanley Cornerstone Fund III
L.P., and Morgan Stanley Cornerstone Fund IV L.P.

The Partnership?s general partner is Demeter Management Corporation
(?Demeter?). Morgan Stanley & Co. Incorporated (?MS&Co.?) is the
Partnership?s principal commodity broker-dealer and also acts as
the counterparty on all trading of foreign currency forward
contracts.  In addition, Morgan Stanley & Co. International plc
(?MSIL?) serves as the commodity broker for
<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

trades on the London Metal Exchange.  Effective April 13, 2007,
Morgan Stanley & Co. International Limited changed its name to
Morgan Stanley & Co. International plc.  Demeter, MS&Co., and MSIL
are wholly-owned subsidiaries of Morgan Stanley.  The trading
managers to the Partnership are Northfield Trading L.P. and John W.
Henry & Company, Inc. (individually, a ?Trading Manager?, or
collectively, the ?Trading Managers?).

2.  Related Party Transactions
The Partnership's cash is on deposit with MS&Co. and MSIL in
futures, forward, and options trading accounts to meet margin
requirements as needed.  Monthly, MS&Co. pays the Partnership
interest income on 80% of its average daily Net Assets at a rate
equal to the average yield on 13-week U.S. Treasury bills. The
Partnership pays brokerage commissions to MS&Co.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on foreign currencies and other
commodity interests.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms of
the contracts.  There are numerous factors which may

<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

significantly influence the market value of these contracts,
including interest rate volatility.


The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a
derivative as a financial instrument or other contract that has
all three of the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;

<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

Generally, derivatives include futures, forward, swap or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on
the Statements of Financial Condition, and their longest contract
maturities were as follows:

                  Net Unrealized Gains(Losses)
                        On Open Contracts                 Longest Maturities

                Exchange-  Off-Exchange-             Exchange-  Off-Exchange-
Date             Traded      Traded        Total      Traded       Traded
                   $            $            $

Jun. 30, 2007	121,422	(14,005)	107,417	Dec. 2008	Sep. 2007
Dec. 31, 2006	 65,559	192,946	258,505	Dec. 2007	Mar. 2007

The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the
credit risk associated with the instruments in which the
Partnership trades is limited to the amounts reflected in the
Partnership's Statements of Financial Condition.


<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership also has credit risk because MS&Co. and MSIL act as
the futures commission merchants or the counterparties, with
respect to most of the Partnership?s assets. Exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts are marked to market on a daily basis,
with variations in value settled on a daily basis. MS&Co. and MSIL,
each as a futures commission merchant for the Partnership?s
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, are required, pursuant to
regulations of the Commodity Futures Trading Commission (?CFTC?),
to segregate from their own assets, and for the sole benefit of
their commodity customers, all funds held by them with respect to
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, including an amount equal
to the net unrealized gains (losses) on all open exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts, which funds, in the aggregate, totaled
$8,476,406 and $8,921,548 at June 30, 2007, and December 31, 2006,
respectively. With respect to the Partnership?s off-exchange-
traded forward currency contracts, there are no daily settlements
of variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on such contracts be
segregated.  However, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open forward

<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at MS&Co.  With respect to
those off-exchange-traded forward currency contracts, the
Partnership is at risk to the ability of MS&Co., the sole
counterparty on all such contracts, to perform. The Partnership has
a netting agreement with MS&Co. This agreement, which seeks to
reduce both the Partnership?s and MS&Co.?s exposure on off-
exchange-traded forward currency contracts, should materially
decrease the Partnership?s credit risk in the event of MS&Co.?s
bankruptcy or insolvency.

4.  New Accounting Developments
In July 2006, the Financial Accounting Standards Board (?FASB?)
issued interpretation No. 48, ?Accounting for Uncertainty in
Income Taxes ? an interpretation of FASB Statement 109? (?FIN
48?).  FIN 48 clarifies the accounting for income taxes by
prescribing the minimum recognition threshold a tax position must
meet before being recognized in the financial statements.  FIN 48
was effective for the Partnership as of January 1, 2007.  Based
on its analysis, management believes that the adoption of FIN 48
has no impact on the Partnership?s Financial Statements.











<page> MORGAN STANLEY CORNERSTONE FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

In September 2006, the FASB issued SFAS No. 157, ?Fair Value
Measurements? (?SFAS No. 157?).  SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements.  SFAS NO. 157 is
effective for the Partnership as of January 1, 2008.  The impact to
the Partnership?s Financial Statements, if any, is currently being
assessed.






<page> Item 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

Liquidity.  The Partnership deposits its assets with MS&Co. and
MSIL as commodity brokers in separate futures, forward, and options
trading accounts established for each Trading Manager.  Such assets
are used as margin to engage in trading and may be used as margin
solely for the Partnership?s trading. The assets are held in either
non-interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds.  Since the Partnership?s sole purpose is to trade in
futures, forwards, and options, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards, and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.
Trades may not be executed at prices beyond the daily limit.  If
the price for a particular futures or options contract has
increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading.
These market conditions could prevent the Partnership <page> from
promptly liquidating its futures or options contracts and result in
restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to substantial
losses.  Either of these market conditions could result in
restrictions on redemptions.  For the periods covered by this
report, illiquidity has not materially affected the Partnership?s
assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions of units of
limited partnership interest (?Unit(s)?) in the future will
affect the amount of funds available for investments in futures,
forwards, and options in subsequent periods. It is not possible to
estimate the amount, and therefore the impact, of future outflows
of Units.

<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership?s results depend on the Trading Managers
and the ability of each Trading Manager?s trading program to take
advantage of price movements in the futures, forward, and options
markets.  The following presents a summary of the Partnership?s
operations for the three and six month periods ended June 30, 2007,
and 2006, and a general discussion of its trading activities during
each period.  It is important to note, however, that the Trading
Managers trade in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Managers or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
the Trading Managers? trading activities on behalf of the
Partnership during the period in question. Past performance is no
guarantee of future results.
<page> The Partnership?s results of operations set forth in the
financial statements on pages 2 through 12 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use of
certain accounting policies that affect the amounts reported in
these financial statements, including the following:  The contracts
the Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts constitutes the Partnership?s trading results.  The market
value of a futures contract is the settlement price on the exchange
on which that futures contract is traded on a particular day. The
value of a foreign currency forward contract is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, brokerage commissions, and
transaction fees and costs of the Partnership are recorded on an
accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used
could reasonably affect reported amounts.


<page> For the Three and Six Months Ended June 30, 2007
The Partnership recorded total trading results including interest
income totaling $1,313,753 and expenses totaling $224,088
resulting in net income of $1,089,665 for the three months ended
June 30, 2007. The Partnership?s net asset value per Unit increased
from $3,077.94 at March 31, 2007, to $3,519.86 at June 30, 2007.

The most significant trading gains of approximately 5.5% were
recorded in the global interest rate sector primarily during May
and June from short positions in European fixed-income futures as
prices weakened after news from the Ifo Institute that German
business sentiment climbed to the second-highest level on record
and news of an increasing U.K. consumer confidence index.
European interest rate futures prices continued to fall after a
report showing real Gross Domestic Product in the Euro-Zone had
increased more than expected in the first quarter of 2007, news
that Germany's seasonally adjusted unemployment rate had reached
its lowest level since 1995, and news that housing prices in the
United Kingdom had shown their biggest jump in 2007.  Elsewhere,
gains were recorded from short positions in U.S. fixed-income
futures as prices moved lower during May and June after the
Philadelphia Federal Reserve's index of regional manufacturing
increased more than expected in April, Federal Reserve Bank of
Richmond President Jeffrey Lacker stated there were still
inflationary concerns present in the U.S. economy, and the <page>
Conference Board's index of leading economic indicators showed
that five of the ten categories for the U.S. economy showed
improvement.  Additional gains of approximately 5.3% were
experienced in the currency sector primarily during April and May
from short positions in the Japanese yen versus the U.S. dollar
as the value of the Japanese yen weakened relative to its major
rivals in a continuation of the carry-trade after news that the
Tankan survey was weaker than expected and a decline in Japanese
industrial production increased speculation that Japanese
economic growth was not sufficient to warrant an increase in
interest rates by the Bank of Japan.  Elsewhere, gains were
recorded from long positions in the Brazilian real and Australian
dollar versus the U.S. dollar primarily during April and May as
these currencies moved higher relative to the U.S. dollar after
strong economic data out of Australia and Brazil added to growing
investor sentiment that the respective Central Banks of these
countries would raise interest rates in order to combat
inflation.  Additionally, the value of the U.S. dollar declined
against these currencies leading up to and after the U.S. Federal
Reserve?s decision to leave interest rates steady at 5.25%.
Smaller gains of approximately 3.0% were recorded in the global
stock index sector primarily during April and May from long
positions in U.S. and European equity index futures as prices
moved higher on continued strong corporate earnings and increased
merger and acquisition activity.  Furthermore, gains were <page>
recorded during June from long positions in Hong Kong and
Taiwanese equity index futures as prices increased amid investor
optimism regarding future earnings in the technology sector.  A
portion of the Partnership?s gains during the quarter was offset
by losses of approximately 0.6% incurred in the energy markets
throughout the quarter from both short and long positions in
natural gas futures as prices moved without consistent direction
due to conflicting data regarding supply and demand.


The Partnership recorded total trading results including interest
income totaling $570,568 and expenses totaling $441,859, resulting
in net income of $128,709 for the six months ended June 30, 2007.
The Partnership?s net asset value per Unit increased from $3,453.29
at December 31, 2006, to $3,519.86 at June 30, 2007.

The most significant trading gains of approximately 4.8% were
experienced in the global interest rate sector primarily during
January, May, and June from short positions in European fixed-
income futures as prices fell initially after reports showed
confidence in the Euro-Zone economy stayed close to a six-year
high in December.  Prices continued to fall after strong economic
data reported in the United Kingdom and Germany increased
inflation concerns.  During May and June, European interest rate
futures prices declined after a report showing real Gross
Domestic Product in the Euro-Zone had increased more than
expected in the first quarter of 2007, news that Germany's <page>
seasonally adjusted unemployment rate had reached its lowest
level since 1995, and data indicating that housing prices in the
United Kingdom had shown their biggest jump in 2007.  Elsewhere,
gains were recorded during January from short positions in U.S.
interest rate futures as prices fell amid speculation that the
U.S. Federal Reserve would not cut interest rates during the
first quarter of 2007.  Further gains were experienced from short
positions in U.S. interest rate futures as prices declined during
May and June after Federal Reserve Bank of Richmond President
Jeffrey Lacker stated there were still inflationary concerns
present in the U.S. economy and the Conference Board's index of
leading economic indicators showed that five of the ten
categories for the U.S. economy showed improvement.  Smaller
gains of approximately 0.3% were recorded in the global stock
index sector primarily during April and May from long positions
in U.S. and European equity index futures as prices moved higher
on continued strong corporate earnings and increased merger and
acquisition activity.  Furthermore, gains were recorded during
June from long positions in Hong Kong and Taiwanese equity index
futures as prices increased amid investor optimism regarding
future earnings in the technology sector.  A portion of the
Partnership?s gains in the first six months of the year was
offset by losses of approximately 3.8% recorded in the currency
sector primarily during the first quarter of the year.  During
January, losses were incurred from both short and long positions
in the South African rand versus the U.S. dollar as the value of
the South African rand moved without consistent direction due to
<page> conflicting economic data out of South Africa.  Further
losses were recorded from short positions in the South African
rand versus the U.S. dollar during March as the value of the
South African rand reversed sharply higher relative to the U.S.
dollar on expectations that increased demand for South Africa?s
exports would significantly improve the South African economy.
Elsewhere, losses were experienced from short positions in the
Mexican peso versus the U.S. dollar as the value of the Mexican
peso strengthened on increased speculation of an interest rate
hike from the Bank of Mexico.  Smaller losses of approximately
0.6% were incurred in the energy markets primarily during March,
April, May, and June from both short and long positions in
natural gas futures as prices moved without consistent direction
due to conflicting data regarding supply and demand.


For the Three and Six Months Ended June 30, 2006
The Partnership recorded total trading results including interest
income totaling $334,960 and expenses totaling $284,775, resulting
in net income of $50,185 for the three months ended June 30, 2006.
The Partnership?s net asset value per Unit increased from $3,424.84
at March 31, 2006, to $3,432.13 at June 30, 2006.

The most significant trading gains of approximately 1.3% were
recorded in the global interest rate markets from short positions
in U.S. and European fixed-income investments as prices trended
lower. In the U.S. interest rate markets, prices declined in
<page> April following the release of stronger than expected
economic data. Similarly in Europe, rising equity prices, strong
economic growth, and concerns about rising oil prices pressured
European fixed-income futures prices lower. U.S fixed-income
futures prices continued to move lower into May amid higher than
forecasted manufacturing and construction data and the sixteenth
consecutive interest rate hike by the U.S. Federal Reserve. A
portion of the Partnership?s gains in the second quarter was
offset by losses of approximately 0.9% in the global equity index
market from long positions in U.S. and European stock index
futures as equity prices reversed lower during May and continued
falling into June. The weakness in the equity markets was
attributed to inflation fears and uncertainty regarding global
interest rate policies. Losses of approximately 0.6% were
incurred in the energy sector from short positions in natural gas
futures as prices moved higher in April on fears of a possible
supply shortage. In June, newly established long positions in
natural gas futures recorded additional losses as prices reversed
higher on reports from the U.S. Department of Energy showing
higher domestic inventories and fears of a slowing global
economy. Smaller losses of approximately 0.2% were recorded in
the currency sector from short positions in the Japanese yen and
Australian dollar relative to the U.S. dollar as the U.S. dollar
weakened in April on news that foreign central banks, including
Russia, Sweden and several Middle Eastern central banks, were
<page> diversifying their currency reserves away from the U.S.
dollar. Also pressuring the value of the U.S. dollar lower were
concerns over the steep U.S. trade deficit and speculation that
the U.S. Federal Reserve might be near the end of its interest
rate tightening campaign. In addition to the U.S. dollar
weakening, the Japanese yen strengthened on speculation of a
possible Bank of Japan interest rate hike, while the Australian
dollar moved higher on an unexpected interest rate hike by the
Reserve Bank of Australia in May. Additional losses were incurred
from long positions in the British pound relative to the U.S
dollar as the U.S. dollar reversed higher in June after hawkish
comments from several U.S. Federal Reserve officials, including
U.S. Federal Reserve Chairman Ben Bernanke, implied another
interest rate hike was necessary to help contain rising
inflation. The value of the U.S. dollar continued to move higher
leading up to the seventeenth consecutive interest rate hike by
the U.S. Federal Reserve on June 29th. Conversely, the value of
the British pound declined further against its major rivals on
economic data showing the unemployment rate in the United Kingdom
at its highest level since September 2002.


The Partnership recorded total trading results including interest
income totaling $(437,834) and expenses totaling $589,019,
resulting in a net loss of $1,026,853 for the six months ended
June 30, 2006.  The Partnership?s net asset value per Unit <page>
decreased from $3,753.50 at December 31, 2005, to $3,432.13 at
June 30, 2006.

The most significant trading losses of approximately 9.8% were
experienced in the currency markets from long U.S. dollar
positions versus the Japanese yen and Australian dollar. During
April and May, the U.S. dollar moved lower on news that foreign
central banks were beginning to diversify their currency reserves
away from U.S. dollar-denominated assets, as well as uncertainty
regarding the future of the U.S. Federal Reserve?s interest rate
tightening campaign. The Japanese yen moved higher against the
U.S. dollar during January and February as strong economic data
out of the region increased speculation that the Bank of Japan
would raise interest rates. During April, the Japanese yen
strengthened on speculation of a possible Bank of Japan interest
rate hike, while the Australian dollar moved higher on an
unexpected interest rate hike by the Reserve Bank of Australia in
May. Losses of approximately 3.2% were experienced in the energy
sector during February from long futures positions in crude oil
and its related products as prices declined after an announcement
by Chinese government authorities that China would place an
emphasis on prospecting alternative energy sources in the future,
reports of larger than expected supplies from the International
Energy Agency, and mild weather in the U.S. Northeast.
Additional losses in the energy sector were recorded during March
from short futures positions in the aforementioned products as
prices strengthened early in the month on supply fears fueled by
<page> news of geopolitical tensions in Nigeria and Iran. Further
losses were incurred from long futures positions in crude oil and
its related products in May and June as prices declined on
reports of domestic inventory levels at eight-year highs, the
news of the death of Iraqi insurgent leader Abu Musab al-Zarqawi,
and positive steps taken regarding the nuclear standoff between
the U.S. and Iran. Smaller losses, approximately 0.5%, were
recorded in the global stock index sector from long positions in
U.S. and Japanese equity index futures. During February, Japanese
equity markets moved lower on uncertainty regarding the future of
the interest rate policy of the Bank of Japan. Additional losses
in the global stock index futures markets were recorded during
March from long positions in S&P 500 Index futures as prices
moved lower early in the month amid disappointing readings of
U.S. housing, consumer confidence, and the Chicago purchasing
managers index data. U.S. equity markets further weakened in May
on inflation fears and uncertainty regarding global interest rate
policy. A portion of the Partnership?s losses in the first six
months of the year was offset by gains of approximately 2.6%
experienced in the metals markets, primarily during January, from
long futures positions in copper, aluminum, zinc, and nickel as
prices strengthened amid news of weak supplies, forecasts for
continued buying by China, and acceleration in demand from Japan,
Europe, and the U.S.  Elsewhere in the metals markets, gains were
recorded from long futures positions in silver and gold as
precious metals prices moved higher in January on persistent
demand from foreign central banks. Gains of approximately 1.3%
<page> were recorded in the global interest rate sector from
short positions in U.S. and European fixed-income investments as
prices trended lower throughout April. In the U.S. markets,
prices declined following the release of stronger than expected
economic data. Similarly in Europe, rising equity prices and
strong economic growth pressured European fixed-income futures
prices lower. U.S fixed-income futures prices continued to move
lower into May amid higher than forecasted manufacturing and
construction data and the sixteenth consecutive interest rate
hike by the U.S. Federal Reserve. Smaller gains of approximately
0.1% were experienced in the agricultural markets from long
positions in sugar futures as prices trended higher during
January, moving to their highest level since 1981 in response to
a decline in inventories, as well as increased ethanol demand.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

<page> The futures, forwards, and options traded by the
Partnership involve varying degrees of related market risk.
Market risk is often dependent upon changes in the level or
volatility of interest rates, exchange rates, and prices of
financial instruments and commodities, factors that result in
frequent changes in the fair value of the Partnership?s open
positions, and consequently in its earnings, whether realized or
unrealized, and cash flow.  Gains and losses on open positions of
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract.  However, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open forward
currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at MS&Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
<page> 15% of contract face value.  Additionally, the use of
leverage causes the face value of the market sector instruments
held by the Partnership typically to be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experiences to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934).  All
quantitative disclosures in this section are deemed to be forward-
<page> looking statements for purposes of the safe harbor, except
for statements of historical fact.

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by the
Trading Managers is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to risk including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among these
variables. The hypothetical changes in portfolio value are based on
daily percentage changes observed in key market indices or other
market factors (?market risk factors?) to which the portfolio is
sensitive.  The one-day 99% confidence level of the Partnership?s
VaR corresponds to the negative change in portfolio value that,
based on observed market risk factors, would have been exceeded
once in 100 trading days, or one day in 100.  VaR typically does
not represent the worst case outcome.   Demeter uses approximately
four years of daily market data (1,000 observations) and re-
values its portfolio (using delta-gamma approximations) for each
of the historical market moves that <page> occurred over this
time period.  This generates a probability distribution of daily
?simulated profit and loss? outcomes.  The VaR is the
appropriate percentile of this distribution.  For example, the
99% one-day VaR would represent the 10th worst outcome from
Demeter?s simulated profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.

VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading Managers in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly-titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at June 30, 2007, and 2006.  At
<page> June 30, 2007, and 2006, the Partnership?s total
capitalization was approximately $8 million and $10 million,
respectively.

Primary Market            June 30, 2007        June 30, 2006
Risk Category             Value at Risk        Value at Risk

Currency	         (2.13)%	 (1.54)%

Interest Rate	(0.45)	     (1.00)

Equity	(0.36)	(0.14)

Commodity	(0.52)	(0.31)

Aggregate Value at Risk	      (2.31)%	(1.93)%


The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category.  The Aggregate Value at Risk listed above represents
the VaR of the Partnership?s open positions across all the market
categories, and is less than the sum of the VaRs for all such
market categories due to the diversification benefit across asset
classes.

Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day.  Such changes could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
<page> percentage of total Net Assets for the four quarter-end
reporting periods from July 1, 2006, through June 30, 2007.
Primary Market Risk Category	High	   Low	     Average
Currency	(2.97)%	(2.05)%	(2.52)%

Interest Rate	(1.55)	(0.44)	(0.76)

Equity	(1.29)	(0.31)	(0.70)

Commodity	(0.53)	(0.25)	(0.44)


Aggregate Value at Risk	(3.09)%	(2.31)%	(2.66)%


Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market risk
exposure, incorporating a range of varied market risks, reflect
risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future
positions;

<page>
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at June 30, 2006, and for the four quarter-end
reporting periods from July 1, 2006, through June 30, 2007.  VaR is
not necessarily representative of the Partnership?s historic risk,
nor should it be used to predict the Partnership?s future financial
performance or its ability to manage or monitor risk.  There can be
no assurance that the Partnership?s actual losses on a particular
day will not exceed the VaR amounts indicated above or that such
losses will not occur more than once in 100 trading days.



<page>
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co.; as of June 30, 2007, such
amount is equal to approximately 98% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
in a decline in the Partnership?s cash management income. This
cash flow risk is not considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act.
<page> The Partnership?s primary market risk exposures, as well as
the strategies used and to be used by Demeter and the Trading
Managers for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies of
the Partnership.  Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2007, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The largest market exposure of the Partnership at June
30, 2007, was to the currency sector.  The Partnership?s currency
exposure is to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs.  Interest rate changes, as
well as political and general economic conditions influence these
fluctuations. The Partnership?s primary exposure at June 30, <page>
2007, was to outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk associated with the Partnership?s currency
trades will change significantly in the future.

Interest Rate.  The third largest market exposure of the
Partnership at June 30, 2007, was to the global interest rate
sector.  This exposure was primarily spread across U.S., European,
and Japanese interest rate sectors. Interest rate movements
directly affect the price of the sovereign bond futures positions
held by the Partnership and indirectly affect the value of its
stock index and currency positions.  Interest rate movements in one
country, as well as relative interest rate movements between
countries, materially impact the Partnership?s profitability.  The
Partnership?s primary interest rate exposure is generally to
interest rate fluctuations in the U.S. and the other G-7 countries?
interest rates.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada.  Demeter anticipates
that the G-7 countries? interest rates will remain the primary
interest rate exposures of the Partnership for the foreseeable
future.  The speculative futures positions held by the Partnership
may range from short to long-term instruments.  Consequently,
changes in short, medium, or long-term interest rates may have an
effect on the Partnership.

<page> Equity.  At June 30, 2007, the Partnership had market
exposure to the global stock index sector, primarily to equity
price risk in the G-7 countries.  The stock index futures traded by
the Partnership are by law limited to futures on broadly-based
indices.  At June 30, 2007, the Partnership?s primary exposures
were to the Hang Seng (China), NASDAQ 100 (U.S.), TAIWAN (Taiwan),
FTSE 100 (U.K.), Euro Stoxx 50 (Europe), and S&P 500 (U.S.) stock
indices.  The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S., European, and
Asian stock indices.  Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.

Commodity.
Energy.  The second largest market exposure of the Partnership
at June 30, 2007, was to the energy sector.  The Partnership?s
primary energy exposure was to futures contracts in crude oil
and its related products, as well as natural gas.  Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns, and other economic fundamentals. Significant
profits and losses, which have been experienced in the past,
are expected to continue to be experienced in the future.
Natural gas has exhibited volatility in price resulting from
weather patterns and supply and demand factors and will likely
continue in this choppy pattern.

<page> Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2007:

Foreign Currency Balances.  The Partnership?s primary foreign
currency balances at June 30, 2007, were in the euros, Hong
Kong dollars, Japanese yen, Canadian dollars, and British
pounds.  The Partnership controls the non-trading risk of
foreign currency balances by regularly converting them back
into U.S. dollars upon liquidation of their respective
positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Managers, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different Trading Managers in a multi-manager Partnership,
each of whose strategies focus on different market sectors and
trading approaches, and by monitoring the performance of the
Trading Managers daily. In addition, the Trading Managers establish
diversification guidelines, often set in terms of the maximum
margin to be committed to positions in any one market sector or
market-sensitive instrument.

<page> Demeter monitors and controls the risk of the Partnership?s
non-trading instrument, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Managers.

Item 4.	CONTROLS AND PROCEDURES
   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

(b)	There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in
other factors that could significantly affect these
controls subsequent to the date of their evaluation.

Item 4T.	CONTROLS AND PROCEDURES
Not applicable.



<page> PART II.  OTHER INFORMATION

Item 1A. RISK FACTORS
Information regarding risk factors appears in Item 2.
?Management?s Discussion and Analysis of Financial Condition and
Results of Operations? and Item 3.  ?Quantitative and Qualitative
Disclosures about Market Risk? of this Form 10-Q.  There have been
no other material changes from the risk factors previously
referenced in the Partnership?s Report on Form 10-K for the fiscal
year ended December 31, 2006, and the Partnership?s Report on Form
10Q for the quarter ended March 31, 2007.

Item 6.  EXHIBITS
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.












<page>




SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                        Morgan Stanley Cornerstone Fund II L.P.
                        (Registrant)

                        By: Demeter Management Corporation
                            (General Partner)

August 14, 2007         By: /s/ Lee Horwitz
                                Lee Horwitz
                                Chief Financial Officer



The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer, controller,
or principal accounting officer and has no Board of Directors.